News & Analysis as of

Shareholders Solicitation

Paul Hastings LLP

Revisiting Corporate Bylaws for the Universal Proxy Era

Paul Hastings LLP on

On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public companies and activist shareholders in a...more

White & Case LLP

In Japan, resistance to hostile takeovers fades

White & Case LLP on

Attitudes are shifting, thanks to changes in corporate governance - Japan has long resisted unsolicited takeovers. Despite the prevalence of such transactions in other large M&A markets such as the US and in Europe, never...more

Stinson - Corporate & Securities Law Blog

Shareholder Proponent Gets Aggressive with Exempt Solicitations

We have noted an aggressive use of exempt solicitations by a shareholder proponent following the annual meeting when the solicitation is complete or making preemptive strikes before the proxy is published. You can find an...more

Morris James LLP

Del. Justices Reverse Injunction Halting Sale of Control Transaction

Morris James LLP on

When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more

Orrick, Herrington & Sutcliffe LLP

Delaware Supreme Court Holds That Revlon Does Not Require An Active Market Check, Reverses Lower Court Order Preliminarily...

On December 19, 2014, the Supreme Court of Delaware reversed the Delaware Court of Chancery's November decision to preliminarily enjoin for 30 days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion...more

Bracewell LLP

Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop

Bracewell LLP on

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with...more

Morrison & Foerster LLP

Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery...

Morrison & Foerster LLP on

On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against...more

Foley & Lardner LLP

Delaware Supreme Court Reverses Order Enjoining Stockholder Vote and Requiring Company to Solicit Alternative Proposals

Foley & Lardner LLP on

On December 19, 2014, the Delaware Supreme Court reversed an injunctive order issued by the Court of Chancery temporarily enjoining a stockholder vote on the merger of C&J Energy Services, Inc. (C&J) with a subsidiary of...more

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